741512 NB Inc., a New Brunswick corporation doing business as Clinexa ("Clinexa," "we," "us," or "our"), provides these Terms of Use ("Terms") governing access to and use of the Clinexa platform and services.
1. ACCEPTANCE OF TERMS
By accessing or using the Clinexa platform ("Platform") and services ("Services") at https://clinexa.co and related domains, you ("you" or "User") agree to these Terms.
You represent and warrant that:
- You are of legal age of majority in your jurisdiction
- If representing an organization, you have authority to bind that entity
- You will comply with all applicable laws including PIPEDA, PHIPPA, and provincial health information acts
- You have read, understood, and agree to be bound by these Terms
2. SERVICE DESCRIPTION
Clinexa provides healthcare technology services including:
- Clinical intake form creation and management
- AI-powered workflow automation
- Document processing and analysis
- Patient data collection and management
- White-label integration capabilities
- Enterprise self-hosted deployment options
Services are available through:
- SaaS subscription model
- Enterprise licensing for self-hosted deployments
- Usage-based on-demand access
3. USER CATEGORIES & ACCOUNTS
3.1 Healthcare Providers (Subscribers)
- Licensed healthcare professionals and organizations
- Responsible for account setup and payment
- May create sub-accounts for staff members
- Full access to Platform features per subscription tier
3.2 Patients/End Users
- Access provided free through healthcare providers
- Limited to provider-authorized forms and features
- Subject to provider's privacy practices and Terms
3.3 Account Security
- Accounts are non-transferable
- You are responsible for maintaining password confidentiality
- You must immediately notify us of unauthorized access
- We reserve the right to suspend accounts for security reasons
4. DATA PRIVACY & COMPLIANCE
4.1 Canadian Operations
- All data is stored in Canadian data centers (Microsoft Azure Canada and AWS Canada S3)
- We comply with PIPEDA and PHIPPA requirements
- We act as a service provider under applicable privacy legislation
4.2 Healthcare Provider Responsibilities
You represent and warrant that you:
- Have obtained all necessary patient consents
- Comply with applicable privacy and health information legislation
- Will enter appropriate agreements with patients
- Will promptly notify affected individuals of any privacy breaches
- Accept responsibility for data collection and use decisions
4.3 Future HIPAA Compliance
- US operations will require separate Business Associate Agreement (BAA)
- Healthcare providers must notify us before storing US patient data
- Additional terms will apply for HIPAA-covered entities
5. AI SERVICES TERMS
5.1 AI-Generated Content
- Platform incorporates AI technologies for workflow automation and content generation
- ALL AI-GENERATED CONTENT IS THE SOLE RESPONSIBILITY OF THE SUBSCRIBER
- You must review, verify, and approve all AI outputs before clinical use
- We make no warranties about accuracy or suitability of AI-generated content
5.2 Liability for AI Services
- Subscribers assume all risks associated with AI-generated content
- You indemnify Clinexa from any claims arising from AI use
- Clinical decisions remain the sole responsibility of healthcare providers
6. INTELLECTUAL PROPERTY
6.1 Platform Ownership
- Clinexa retains all rights to the Platform and underlying technology
- Custom forms created by providers remain their property
- We receive a license to use customer content for service provision
6.2 White-Label Rights
- Subscribers may embed and white-label authorized Platform components
- Must maintain attribution as specified in documentation
- White-label use subject to subscription tier limitations
6.3 Feedback
- All feedback and suggestions become Clinexa's property
- We may incorporate feedback without compensation
7. PAYMENT TERMS
7.1 Pricing Models
- SaaS Subscriptions: Monthly or annual billing
- Enterprise Licensing: Custom pricing per agreement
- On-Demand Usage: Pay-per-use based on consumption
- All prices subject to change with 30 days notice
7.2 Taxes
- Prices exclusive of applicable taxes (GST/HST/PST)
- Subscribers responsible for all applicable taxes
7.3 Refunds
- Refunds at our sole discretion
- Maximum refund limited to most recent monthly payment
- No refunds for enterprise licenses or on-demand usage
8. ACCEPTABLE USE POLICY
Users shall not:
- Violate any laws or regulations
- Infringe intellectual property rights
- Transmit malicious code or spam
- Attempt unauthorized access
- Misrepresent identity or authorization
- Use Services for non-healthcare commercial purposes
- Reverse engineer or copy Platform functionality
9. SERVICE AVAILABILITY
- Services provided "AS IS" without warranties
- We do not guarantee uninterrupted service
- Scheduled maintenance with reasonable notice
- No liability for third-party service interruptions
10. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
- We disclaim all warranties, express or implied
- We are not liable for indirect, consequential, or punitive damages
- Our total liability limited to fees paid in preceding two (2) months
- These limitations apply regardless of cause of action
11. INDEMNIFICATION
You agree to indemnify and hold harmless Clinexa, its officers, directors, employees, and agents from any claims arising from:
- Your violation of these Terms
- Your use of AI-generated content
- Patient data handling and privacy breaches
- Healthcare services provided using the Platform
- Violation of any laws or third-party rights
12. TERMINATION
12.1 Termination Rights
- Either party may terminate with 30 days written notice
- We may suspend service immediately for Terms violations
- Healthcare providers must ensure data continuity for patients
12.2 Post-Termination
- Provider must export data within 60 days
- We will delete data after 90 days unless legally required to retain
- Certain Terms survive termination (liability, indemnification, etc.)
13. GOVERNING LAW
These Terms are governed by the laws of New Brunswick, Canada. You consent to exclusive jurisdiction of New Brunswick courts.
14. AMENDMENTS
We may modify these Terms with 30 days notice via email or Platform notification. Continued use constitutes acceptance of modifications.
15. ENTERPRISE AGREEMENTS
Enterprise and self-hosted deployments may be subject to separate agreements that supersede these Terms where explicitly stated.
16. PRIVACY POLICY
Your use is also governed by our Privacy Policy, incorporated by reference, available at clinexa.co/privacy.
17. SEVERABILITY
If any provision is unenforceable, remaining provisions continue in full effect.
18. ENTIRE AGREEMENT
These Terms, Privacy Policy, and any applicable Enterprise Agreements constitute the entire agreement between parties.
19. CONTACT INFORMATION
741512 NB Inc. d/b/a Clinexa
Saint John, New Brunswick, Canada
Email: kaival@neopric.com
Website: https://clinexa.co
BY USING THE CLINEXA PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF USE.